Laws of the People's Republic of China

For the purpose of ensuring the openness, justice and impartiality of the surveillance over the merger and reorganization of listed companies, and enhancing the quality and transparency of the surveillance over the merger and reorganization, China Securities Regulatory Commission establishes the Listed Company Merger and Reorganization Examination Committee in accordance with the relevant provisions on the merger and reorganization of listed companies, and formulates the Working Rules of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory Commission, which are hereby promulgated, and shall come into force as of the date of promulgation. China Securities Regulatory Commission July 25, 2006 Working Rules of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory Commission Chapter I General Rules Article 1 For the purpose of ensuring the openness, justice and impartiality of the surveillance over the merger and reorganization of listed companies, and improving the quality and transparency of the surveillance over the merger and reorganization, these Rules are formulated in accordance with the relevant provisions regarding the merger and reorganization of listed companies. Article 2 China Securities Regulatory Commission (hereinafter referred to as CSRC) has established the Listed Company Merger and Reorganization Examination Committee (hereinafter referred to as the Reorganization Committee). In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, other laws and administrative regulations as well as the provisions of the CSRC, the Reorganization Committee shall examine the mergers and reorganizations that shall be submitted for deliberation upon relevant provisions or provide consultancy opinions for them.

Where an applicant dissatisfies with the decision as delivered by the Department of Listed Company Supervision of the CSRC concerning the merger and reorganization thereof, he may apply to submit the said merger and reorganization to the Reorganization Committee for deliberation. Article 3 The Reorganization Committee will implement the duties by executive meetings, and vote on the applications for the merger and reorganization of listed companies by ballots, and then bring forward the examination opinions. Article 4 The CSRC shall be in charge of the routine administration of the Reorganization Committee affairs, as well as the examination and surveillance on the Reorganization Committee members.

The deliberation procedures of the Reorganization Committee shall be publicized to the society, and be subject to surveillance in accordance with relevant laws. Chapter II Composition Rules Article 5 The Reorganization Committee shall comprise of the professionals from the CSRC and the relevant guild as well, and the members thereof shall not be in excess of 25. Article 6 The Reorganization Committee members will be designated by the CSRC, with each term of one year, and one can be re-designated but with not more than three consecutive terms. Article 7 A member of the Reorganization Committee shall satisfy the requirements as follows: (1) he shall observe the principles, be clean and honest, and strictly follow the laws, administrative regulations and rules of the state; (2) he shall have just characters and fine professional ethics, have no record of bad practice, and have not been punished by the CSRC or any other competent authority because of any securities violation; (3) he shall be familiar with state macro-economic policies, and have good professional qualities and professional proficiency; and (4) he shall be accomplished in the Company Law, the Securities Law as well as the laws and regulations on the merger and reorganization of listed companies, have working experiences of securities market research, management or practice for a long time, and have a fairly deep research on the merger and reorganization of listed companies. Article 8 In case any of the following circumstances occurs to any member of the Reorganization Committee, he will be dismissed by the CSRC: (1) he is in violation of the laws, administrative regulations, rules or any the discipline for the examination work of the Reorganization Committee; (2) he fails to industriously perform the duties under the provisions of the CSRC, fails to attend the executive meetings of the Reorganization Committee for two times without a justifiable reason or is unable to attend the said meeting for three consecutive times; (3) he files a application in written form for resignation, or is unfit for acting as the member because of the alteration of his post; (4) he seriously abuses his authorities or in violation of the laws, regulations or any discipline of the Reorganization Committee within his term of office; or (5) Other circumstances under which he is unfit for acting as the member of the Reorganization Committee.

The dismissal of a member of the Reorganization Committee may not be limited by whether his term of office expires. the CSRC shall assign a new member in a timely manner after dismissal of a member of the Reorganization Committee. Chapter III Duties of Members Article 9 The Reorganization Committee members shall take the responsibilities of examining the mergers and reorganizations of listed companies as submitted by the Department of Listed Company Supervision of the CSRC in accordance with the relevant laws, administrative regulations and ministerial rules of the state as well as the relevant provisions of the CSRC or providing consultancy opinions for them. Article 10 The Reorganization Committee members shall implement their duties in accordance with relevant laws, bring their deliberation opinions independently and exercise their right to vote, and have the rights to consult the examination materials as required for the performance of duties by the CSRC. Article 11 Any member of the Reorganization Committee may neither use his work to seek for interests for himself or someone else directly or indirectly by the non-public information to which he has the access, nor may he provide the consulting information concerning the purchase or sales of securities to any entity or individual. Article 12 The Reorganization Committee members shall obey the provisions as follows: (1) he shall attend the meetings of the Reorganization Committee as required, and be industrious in the examination work; (2) he shall keep the state secrets and the business secrets of the applicants; (3) he may not divulge any of the contents as discussed at the meetings of the Reorganization Committee, the voting information or other relevant information; (4) he may not use the identity of Reorganization Committee members or the non-public information that he has access to in the performance of duties for seeking for interests for himself or someone else directly or indirectly; (5) he may not accept the gifts given by any party concerned in the merger or reorganization, any professional institution as employed by the said party or any other relevant person, or privately contact any of the aforesaid institutions or individuals; (6) he may not collude with any other Reorganization Committee member for voting or misleading the voting of any other Reorganization Committee member; (7) he may not participate in the activities as organized by any department or entity other than the CSRC in the name of Reorganization Committee members, or seek for the interests in the name of Reorganization Committee members; or (8) Other relevant provisions as prescribed by the CSRC. Article 13 When deliberating the mergers and reorganizations or delivering consultancy opinions, the Reorganization Committee members shall perform a system of withdrawal. A member shall request the withdrawal in a timely manner in case he is under any of the interested relationships as follows: (1) Any of his family member is acting as the director (including the independent director, similarly hereinafter), supervisor, manager or any other senior manager in any party concerned in the merger or reorganization or any professional institution as employed by the said party, or his employer has ever offered relevant professional consultancy to any party concerned in the merger or reorganization, which may affect his fair performance of duties; (2) Any of his family member is acting as a senior manager in an entity that has competition with any party concerned in the merger or reorganization or any professional institution as employed by the said party, which may affect his fair performance of duties; (3) He has ever contacted any party concerned in the merger or reorganization or any professional institution as employed by the said party before the meeting of the Reorganization Committee is held, and which may affect his fair performance of duties; or (4) Any other circumstance as confirmed by the CSRC that may cause the interested relationship.

The family member as referred to in the preceding paragraph means the Reorganization Committee members' spouses, parents, children, brothers and sisters, as well as the parents of their spouses, spouses of their children, and spouses of their brothers and sisters of. Article 14 A Reorganization Committee member, after having accepted the appointment, shall make a promise of observing the relevant provisions and the disciplinary requirements of the CSRC for Reorganization Committee members, perform the duties carefully, and accept the examination and surveillance of the CSRC. Chapter IV Working Rules Article 15 The Department of Listed Company Supervision of the CSRC shall be the executive institution of the Reorganization Committee, and have the responsibility of arranging the conferences of the Reorganization Committee, delivering examination materials, recording conference minutes, working out conference summaries, keeping filings and carrying out other relevant conference matters.

The CSRC shall pay the expenses as needed for the deliberation work of the Reorganization Committee. Article 16 Where the Reorganization Committee deliberates any major reorganization of assets, the Department of Listed Company Supervision of the CSRC shall send the conference circular, the application materials and the preliminary examination report to the members attending the meeting for the acknowledge of receipt three days before the meeting of the Reorganization Committee is held.

With respect to any other issue concerning merger and reorganization as deliberated by Reorganization Committee, the Department of Listed Company Supervision may arrange the time and deliver the materials under the actual circumstances. Article 17 Where the Reorganization Committee implements the examination by the meeting of the Reorganization Committee, the number of the Reorganization Committee members that attend the meeting shall be seven each time. Article 18 All members shall sign the statements that he has no contact with any party concerned in the merger or reorganization, any professional institution as employed by the said party or any other relevant person before the meeting of the Reorganization Committee is held, and submit the said statements to the functionary of the Department of Listed Company Supervision for preservation. Article 19 One convener shall be arranged for the meeting of the Reorganization Committee and he has the responsibilities of presiding over the conference, heeding the examination reports and instructions as delivered by the preliminary examination personnel of the Department of Listed Company Supervision, organizing the members that attend the meeting to deliver the examination opinions one by one, summarizing the key examination opinions of the members, forming the examination opinions of the meeting of the Reorganization Committee to the application for merger or reorganization, and publicizing the voting results. Article 20 A member of the Reorganization Committee shall verify the applications for mergers and reorganizations in an independent, objective and fair manner under the laws, administrative regulations and the provisions of the CSRC. When making verification, he shall prepare the working papers, and deliver his own examination opinions in light of the working papers and the discussions at the meeting as well. Article 21 The Reorganization Committee may invite experts other than its members to attend the meeting and offer professional consultancy opinions if it is necessary for deliberation, but the said experts may not participate in the voting. Article 22 The Reorganization Committee may require the parties concerned in the merger or reorganization or the professional institutions they employed to attend the meeting, deliver their opinions and answer the questions brought forward by the members.

The questions, opinions or relevant statements as made by the members may not be disclosed by any party concerned in the merger or reorganization or any professional institution they employed without consent. Article 23 Examination opinions shall be formed by the meeting of the Reorganization Committee upon sufficient discussions, and vote on the applications shall be performed by ballots.

The mode of closed and disclosed votes shall be adopted for the voting. The votes will be classified into consent and objection. Where five or more votes of consent are given for the examination opinions, it shall be deemed as having been passed, otherwise, the examination opinions shall be deem as having been rejected.

When casting a vote of consent, this member may bring forward additional conditions, but shall explain the contents of such additional conditions specifically; and when casting a vote of objection, he shall explain the reasons for objection. Article 24 The Department of Listed Company Supervision shall have the responsibilities of recording down the discussions at the meeting of the Reorganization Committee. The participating members shall submit the working papers after the ending of the meeting of the Reorganization Committee, and affix their signatures on the meeting minutes, examination opinions, voting results and other conference materials for confirmation. Article 25 Where a scheme for merger or reorganization fails upon examination, if the listed company has revised and supplemented the said scheme in light of the opinions as brought forward by the Reorganization Committee or produced a new scheme, the application materials can be submitted again; where the scheme satisfies the requirements for merger and reorganization, it may be submitted to the Reorganization Committee for assessment again. Chapter V Surveillance over the Work of the Reorganization Committee Article 26 The Reorganization Committee shall keep an objective, independent and impartial manner when deliberating the applications for the merger and reorganization of listed companies or delivering consultancy opinions. If the deliberation opinions as brought forward by the meeting of the Reorganization Committee are apparently different from the voting results, the Reorganization Committee may be requested to make explanations and illustrations by the CSRC, and another meeting for the deliberation may be arranged again if necessary. Article 27 Where any member of the Reorganization Committee neglects his duties, fails to deliver his deliberation opinions in an objective and fair manner or commits any act against any discipline of the Reorganization Committee when deliberating an application for merger or reorganization or delivering consultancy opinions, the CSRC shall talk with him and remind him. Article 28 The CSRC shall accept the tip-offs about the illegal or irregular acts that are committed by any member of the Reorganization Committee, in case of any important clue, an investigation shall be made, and the CSRC shall also talk and remind the member, criticize or dismiss him according to the investigation results. In case any crime constituted, this member shall be handed over to the judicial organ for punishment. Article 29 Any party concerned in the merger or reorganization may not privately contact the Reorganization Committee members, provide gifts to them or perform in any other way to disturb the work and affect the decision of the Reorganization Committee members. If any of the aforesaid acts is committed, the relevant party concerned shall be criticized by the CSRC. In case of any serious circumstance, the CSRC shall suspend the examination.

A professional institution as employed by any party concerned in the merger or reorganization shall have to urge the party concerned to follow the aforesaid provisions. If any professional institution instigates, assists or participates in the aforesaid act of interfering in the work of the Reorganization Committee, no professional report as submitted by this professional institution shall be accepted by the CSRC for six months. Chapter VI Supplementary Rules Article 30 These Rules shall enter into force as of the promulgation date. The Working Rules of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory Commission (Zheng Jian Fa [2004] No. 41) promulgated on May 12, 2004 shall be concurrently annulled. Article 31 These Rules are subject to the interpretation and revision of the CSRC.

Attachment:

Attachment 1: Statements as Made by the Members of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory Commission

Attachment 2: Working Papers for the Examination Work as Made by the Members of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory Commission

Attachment 3: Commitment Letter of Not Affecting or Disturbing the Examination Work of the Reorganization Committee as Made by the Parties Concerned in the Merger and Reorganization and the Professional Institutions They Employed Attachment 1: Statements as Made by the Members of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory Commission I. I have (have not) privately contacted any party concerned in the merger or reorganization of listed companies under examination or any professional institution it employed or any other relevant persons, have (have not) accepted any money, property or other interests given by the abovementioned institution or individual. If yes, please explain it explicitly: II. No party concerned in the merger or reorganization of listed companies under examination or any professional institution it employed or any other relevant persons has affected my own judgment to the affairs under examination by any indefensible means. If yes, please explain it explicitly: III. Other matters that are necessary to be explained:

Signature:

Date:

Attachment:

List of Companies under Examination

Co., Ltd.

Co., Ltd.

Co., Ltd. Attachment 2: Working Papers for the Examination Work as Made by the Members of the Listed Company Merger and Reorganization Examination Committee of China Securities Regulatory Commission

Name of the participating member:

Session of the meeting of the Reorganization Committee: Year / Session

Name of the listed companies to be merged or reorganized;

Items under examination: I. Personal examination opinions with regard to the issues and examination opinions brought forward to the members for attention in the preliminary examination report, and the evidence for them; II. Whether the merger or reorganization has any problem other than those brought forward for attention in the preliminary examination report, if yes, please explain: III. Whether the merger or reorganization has any significant problem that is necessary to be investigated and verified and will influence the specific judgment, if yes, please explain:

Signature:

Date: Attachment 3: Commitment Letter of Not Affecting or Disturbing the Examination Work of the Reorganization Committee

This company is hereby making the following commitments: I. In the period of the application for this merger or reorganization, this company promises not to provide money, properties or other interests to any member of the Reorganization Committee directly or indirectly, and promises not to affect the judgment of any member of the Reorganization Committee on this merger or reorganization by any indefensible means. II. This company promises not to intervene in the examination work of the Reorganization Committee by any means. III. This company promises that all the statements are true, objective, accurate and brief, and do not include any content in no relation to the examination of this merger or reorganization when being enquired of by the Reorganization Committee members at the meeting of the Reorganization Committee. IV. If this company is in violation of any of the abovementioned commitments, it will assume all the legal liabilities incurred therefrom.

Promisee: (seal)

Person in-charge:

Date: